NONDISCLOSURE AGREEMENTNondisclosure Agreement • July 1st, 2008 • LS Cable Ltd. • Nonferrous foundries (castings) • New York
This Nondisclosure Agreement is made and entered into as of June 25, 2008, by and between Superior Essex Inc. (“Superior Essex”) and LS Cable Ltd. (“LS Cable”).
AGREEMENT AND PLAN OF MERGER between LS CABLE LTD. and SUPERIOR ESSEX INC. Dated as of June 11, 2008Agreement and Plan of Merger • July 1st, 2008 • LS Cable Ltd. • Nonferrous foundries (castings) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2008 (this “Agreement”), between LS Cable Ltd., a Korean corporation (“Parent”), and Superior Essex Inc., a Delaware corporation (the “Company”).
JOINDER AGREEMENTJoinder Agreement • July 1st, 2008 • LS Cable Ltd. • Nonferrous foundries (castings) • Delaware
This Joinder Agreement (this “Agreement”) is made and entered into as of this 30 th day of June 2008, by Cyprus Acquisition Merger Sub, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Merger Sub”), LS Cable Ltd., a corporation organized and existing under the Laws of the Republic of Korea (“LS Cable”), and Superior Essex Inc., a corporation organized and existing under the Laws of the State of Delaware (“Superior Essex”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger, dated as of June 11, 2008, by and between LS Cable and Superior Essex (the “Merger Agreement”).
Up to US$400,000,000 Bridge Loan Facility (the “Bridge Facility”) Up to US$400,000,000 Term Loan Facility (the “Term Facility”, and together with the Bridge Facility, the “Facilities”)LS Cable Ltd. • July 1st, 2008 • Nonferrous foundries (castings) • New York
We, The Korea Development Bank, Hana IB Securities Inc. and Kookmin Bank (the “Mandated Lead Arrangers” or “MLAs”) and The Korea Development Bank, Hana Bank and Kookmin Bank (the “Underwriters”) are pleased to hereby commit on a several basis to fully underwrite and arrange each of the Bridge Facility and the Term Facility, in each case in the Underwriting Proportions and on the terms and conditions set out in this letter and the attached Term Sheet (as defined below).
FORM OF ASSIGNMENT AND JOINDER AGREEMENTAssignment and Joinder Agreement • July 1st, 2008 • LS Cable Ltd. • Nonferrous foundries (castings) • Delaware
This Assignment and Joinder Agreement (this “Agreement”) is made and entered into as of this ___ day of ____ 2008, by LS Cable, Ltd., a corporation organized and existing under the Laws of the Republic of Korea (“New LS Cable”), LS Corp., a corporation organized and existing under the Laws of the Republic of Korea and formerly known as LS Cable Ltd. (“LS Corp”), Cyprus Acquisition Merger Sub, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Purchaser”) and Superior Essex Inc., a corporation organized and existing under the Laws of the State of Delaware (“Superior Essex”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger, dated as of June 11, 2008, by and between Old LS Cable (as defined below) and Superior Essex (as joined by Purchaser pursuant to a Joinder Agreement dated as of June 30, 2008, the “Merger Agreement”).
